Many experts are cautioning that the COVID-19 pandemic, together with other underlying problems in our economy, can trigger a severe and prolonged financial crisis. In response, Congress is already beginning to roll out economic relief packages. But will your business be able to survive?
If bankruptcy law is “emergency room medicine,” many US business are in a self-induced coma right now. Some are in a mandated coma. Others are in dire health, and their prognosis may look uncertain. When I walked into a local restaurant to pick up an order and show the owners some support this afternoon, the anxiety on their faces was palpable.
But like an emergency room doctor, we can use this time, while many operations are off-line or severely curtailed, to craft strategies and start laying the groundwork to restore businesses to economic health. Indeed, a business can significantly improve its prospects of surviving a financial crisis by being proactive at the onset of a downturn, rather than simply responding reactively.
Join me and my partner, Brian Shaw, for a complementary (and socially distanced) webinar on the evolving economic landscape and the preparatory actions that businesses should be taking now to address the COVID-19 financial crisis.
Imperial Toy LLC has filed for chapter 11 protection in the Northern District of California. The company intends to run a sale process with a stalking horse offer in hand for $13 million from competitor Ja-Ru, Inc. (also providing $5.75 million in DIP financing). The goal? An expedited auction process with a proposed bid deadline of December 12th and a closing before year end. Have cash? Imperial Toy is seeking approval of a $650,000 breakup fee for Ja-Ru and overbids of $100,000, with an initial required overbid of $13.750 million.
Imperial Toy is a California-based manufacturer of bubbles, novelty toys and other children’s products. Its brands include Blitz, Super Miracle Bubbles, KiddyUp, Zooma, Splat X, and KAOS with sub-brands such as Life-Like and Googly. The company has licensed products with Disney, Marvel, DC Comics, Little Tikes, Thomas the Train and Teenage Mutant Ninja Turtles.
Imperial Toy has facilities in five locations globally, including its headquarters in North Hills, CA; a San Diego distribution facility; a sales office in Bentonville, AK; and two manufacturing and packaging facilities in Tijuana. Its subsidiary, Imperial Entertainment International, also has a facility in Hong Kong focused on product development and supply chain management. More than 60% of Imperial Toy’s materials are sourced from the subsidiary.
Imperial generated approximately $106.7 million in revenue in 2018, roughly $78.4 million of which is domestic, and $28.2 million generated in Hong Kong.
The Slippery Slide into Bankruptcy
Various external market factors contributed to Imperial Toy’s struggles. In particular, an unusually wet spring delayed the start of its peak sales period and triggered a sharp decline in revenue. And threats of trade tariffs prompted both an inventory accumulation to protect profit margins and a drop in orders as retailers sought to limit their exposure to price increases. These trends “combined to push [Imperial Toy] into an operating loss during the time of year when it should have been profitable and drove a steeper than usual investment in working capital.”
The situation likely wasn’t helped by the fact that Imperial Toy not only took on significant indebtedness to fund growth of the business, but in February of 2018 it entered into an agreements to redeem from the Hirsch Trust 40% of the equity interests in the company. According to the debtor:
“The obligations to the Hirsch Trust originated in February 2018, when the Debtor entered into a series of redemption, loan, security and related agreements with the trust to repurchase and redeem from the Hirsch Trust 40% of the then outstanding equity of the Debtor. The Hirsch Trust received a number of promissory notes from the Debtor and Path Global Ltd., a Hong Kong entity. The Hirsch Trust began to receive cash payments from the Debtor and Path Global relating to the redemption in July 2019 [?] and such payments from the Debtor and IEI continued through the remainder of 2018. . . . The loan obligations are secured (but subordinated) . . . .
Nuvectra Corporation has filed for chapter 11 protection in the Bankruptcy Court for the Eastern District of Texas with the hope of selling substantially all of its assets.
Nuvectra is a Plano, Texas-based neurostimulation medical device company whose core product is Algovita, a spinal cord stimulation system used to treat certain forms of chronic pain. Product performance issues, competitive pressures, and a general slowdown in the spinal cord stimulation market lead to declining sales, erosion in confidence among physicians, loss of sales personnel, and ultimately, the suspension of product sales of Algovita. According to a press release, the company says it is committed to supporting existing patients using Algovita, but it is suspending support of future implants “until the Company’s path forward is determined.”
Piper Jaffray began a marketing process in August, contacting 50 potential parties with respect to a sale or merger of the company as a whole, or Algovita or Virtis (its neurostimulation technology platform currently in an FDA approval process), on a standalone basis. Nuvectra has indicated it plans to conduct a post-petition marketing and 363 sales process over the next several weeks. Nuvectra has not yet filed a motion to approve sales procedures or set bidding deadlines.
Neuvetra’s SEC filings are available for download, and information about is bankruptcy filing is available free of charge on KCC’s website.
iPic is a Florida-based, publicly traded movie theater and restaurant company with 16 locations in 9 states that provide a “luxurious movie-going experience at an affordable price.” iPic touts its high-quality, chef-driven culinary and mixology offerings in unique destinations that include premium movie theaters, restaurants and lounges. The debtors’ restaurant concepts include: (1) The Tuck Room, a “drinking and dining den” with locations in Florida, New York, and Texas; (2) The Tuck Room Tavern, which serves “Craveable American Cuisine” in Los Angeles; (3) Tanzy Restaurant, offering modern Italian dining in Florida and Arizona; and (4) City Perch Kitchen + Bar, with seasonal American dining in Maryland, New Jersey and New York.
After achieving double-digit growth supported by its unique offerings and market position, new market entrants and competitive pricing slowed iPic’s growth. Although demand for shares following iPic’s 2018 IPO was “strong,” the situation was compounded when institutional investors could not fund their commitment to the offering, with the total capital raised of $17 million insufficient to fund continuing development. But the company believes that its underlying business model remains strong, “bolstered by positive guest experience and loyalty.”
A Fast, “Naked” Auction
iPic is going forward with a “naked” auction at this time, with no stalking-horse bidder in hand. If a stalking-horse offer (e.g., opening bid) is presented before the auction, it appears that it may be possible to negotiate for typical stalking-horse protections such as expense reimbursements and break-up fees. iPic is seeking approval of a 90-day marketing process, with a proposed bid deadline of October 11, 2019 and a sale closing by the first week of November. No minimum bid has been established. The company reports store-level EBITDA of $15.06 million for the year ended December 31, 2018, and roughly $160 million in assets at book value.
The iPic Bankruptcy Docket
iPic’s claims agent is maintaining a public website with information about the case.
Fox Rothschild is monitoring the situation. If you are interested in more information about the auction and the bid process, we are available to assist.
After a costly expansion plan in the midst of a challenging retail environment, and hampered by significant distribution costs and inventory management issues, Mishti Holdings, owner and operator of roughly 70 Lolli & Pops upscale candy stores across the country, has entered bankruptcy in free fall.
Facing a liquidity crisis and unmanageable trade debt, Lolli & Pops unilaterally suspended rent payments beginning in May of 2019. Its landlords did not take kindly to that decision, and beginning in July 2019 they began declaring defaults and taking court action to evict their tenant from certain store locations. In early August landlords for seven Texas and one Idaho location locked the company out, demanding payment of back rent. And on August 11, 2019, the company permanently closed its 10 Candyopolis store locations.
The plan for the bankruptcy case…? At present,there does not appear to be a plan.